U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

[X]      Annual report under Section 13 or 15(d) of the Securities Exchange Act
         of 1934
         FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000.
         --------------------------------------------

         Transition report under Section 13 or 15(d) of the Securities Exchange
         Act of 1934.

COMMISSION FILE NUMBER:  333-18439
----------------------------------

                           MOBILE AREA NETWORKS, INC.
                 ----------------------------------------------
                 (Name of small business issuer in its charter)


           FLORIDA                                               59-3482752
-------------------------------                              -------------------
(State or Other Jurisdiction of                               (I.R.S. Employer
 Incorporation or Organization)                              Identification No.)


1275 LAKE HEATHROW LANE, SUITE 115, HEATHROW, FLORIDA               32746
-----------------------------------------------------             ----------
      (Address of Principal Executive Offices)                    (Zip Code)


                                  407-333-2350
                           ---------------------------
                           (Issuer's telephone Number)

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act: None

Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

                           [X] Yes          [ ] No

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

State issuer's revenues for its most recent fiscal year.   $134,872

The registrant has not authorized non-voting common equity and as of December
31, 2000 33,590,353 shares of the registrant's voting common stock were
outstanding and held by non-affiliates. At December 31, 2000, the Company's
stock had been cleared for trading by the NASD but the Company opted to delay
the commencement of trading due to market conditions.

Shares of Common Stock, no par value outstanding at December 31, 2000:
33,590,353

<PAGE>

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

Mobile Area Networks, Inc. is a development stage Company with minimal revenues
and a limited operating history. The Company was incorporated in Florida on
November 28, 1997 and became the successor in interest to a Texas corporation of
the same name, effective as of January 1, 1998. The Texas corporation, formed
May 22, 1996, transferred all right, title, and interests in and to its assets,
over to the Company. Such transfer was made in exchange for the Company's
issuance of stock to the Texas Company's shareholders on a five (5) for one (1)
share basis. That is, each share of the previously outstanding stock was in
effect split up into five (5) shares of the Company's stock. The Management of
the Company had previously decided to operate from Florida and therefore also
decided to streamline its corporate operations and at the same time created more
authorized shares for the corporation to use for funding and/or acquisitions.
This was accomplished without diluting the ownership of the then current owners
of private shares.

The Company has not been a party to any bankruptcy proceedings.

The Company started operations in Heathrow, Florida to develop its MOBILAN(R)
brand of broadband, high speed (T-1) wireless Internet service for travelers and
other business users of laptop computers. The Company has operated demonstration
systems for proof-of-concept service at high profile properties such as the
Westin hotel in Waltham (Boston), Massachusetts, the Marriott Evergreen
conference resort in Stone Mountain, Georgia, the Sheraton Orlando North in
Maitland, Florida, and the Radisson hotel in uptown Orlando, Florida. From its
wireless LANs (local area networks) at hotels, office buildings, convention
centers, or other locations, the Company routes data traffic through a broadband
high speed data line or a wireless broadband data link which terminates at the
Company's operations center in Heathrow, Florida. The circuit to the Mobile Area
Networks center, whether by wireless or fiber optics is a private data circuit
and is not routed through the insecure public Internet. At its mobiLAN(R)
network center Mobile Area Networks can direct data traffic onto the Internet or
through a private connection commonly known as a VPN (virtual private network)
directly to a user's corporate LAN connection. The concept was installed and
successfully operating at the Westin hotel site since March of 1997 until the
Company discontinued that site at year end 2000. The service provided by
mobiLAN(R) does not operate through telephone lines and therefore saves hotel
owners the expense of adding extra telephone trunk lines and hotel PBX upgrades
for laptop computer owners to use for their Internet connections. Mobile Area
Networks provisions a data line or wireless broadband link to the hotel or other
property and routes the data traffic to its operations center, and the Company
conceals wireless transmitters throughout the hotel properties through which the
laptop user receives a data connection.

Upon adequate funding the Company also intends to provision wide area broadband
wireless data coverage into communities for business subscribers who need high
speed Internet access and who may not have other means of high speed data
service. This may be accomplished by placing transmitters on or into tall
buildings, on towers, or other high elevation platforms. At any location where
the Company has transmitters, laptop computers, desktop computers, or other
newer and smaller devices can obtain wireless access to the mobiLAN(R) network
and therefore into the internet. Wherever the Company has data connections
Mobile Area Networks has wirelessly provisioned public Internet stations, which
are commonly known as Internet kiosks. These stations allow travelers or others
to send and receive e-mail or obtain other Internet services by use of a credit
card or in some locations to obtain free access which may be advertiser
supported. Currently the traveler pays the hotel a daily fee for use of the
wireless device provided by Mobile Area Networks, but as more properties are on
line, travelers will be solicited to pay a monthly user fee to have access to
all mobiLAN(R) equipped properties, which could include hotels, office
buildings, convention centers, restaurants, airports, convenience stores, or
even the travelers' home location. The Company is also planning to provision
entire communities for broadband wireless Internet service which could also be
accessed by the monthly fee-paying client. This fee concept is similar to the
cell phone industry. The Company has now established revenue share agreements
with the hotels where systems are in place and is now receiving limited revenue
from those systems. There is no certainty that these systems will at any time
become profitable unless the Company is successful in its efforts to recruit
monthly fee based clients and to obtain funds for expanding its' service
locations.

The Company has begun to market its concept of CAI (computer assisted
instruction) for use at any type of business that can take advantage of remote
training or group training whether Internet related or not. This system is
useful for setting up wireless laptop computers at (for example) a newly opening
restaurant for new employee training sessions before or after opening hours. Any
number of users can be on the system at the same time, and all the equipment is
removed to the back room before opening time. No cable or equipment is left on
the tables or across the floor. Also the employees are able during a slow time
of the day, to open the laptop and study without interrupting others. The
Company may begin renting out these wirelessly equipped laptop computers which
could then be moved to other locations as needed. This service may also include
videoconference services that the Company can provide from laptop to laptop and
from property to property on the Company's network. Another value added service
offered by the Company is interconnectivity for the client with multiple
properties. The client may have a managed data network through the Mobile Area
Networks' data line when one connects to each property.

The Company provisions its' wireless Internet system for the servicing of its
hotel and office building connection sites, which then allows the Company to
market traditional Internet services through that same network such as web site
development and hosting.


                                       2
<PAGE>

In addition to these services the Company also develops business to business
electronic commerce systems and hosted applications software for ASP
(applications service provider or active service page). The Company intends to
develop or acquire automated web page software solutions that can be marketed on
the internet. This software activity has produced limited revenue and has helped
defray some of the substantial overhead associated with operating the Company's
network center. There are competitors to the Company in all areas of its markets
and there can be no assurances that the Company can compete with other much
larger and very highly capitalized companies.

The wireless technologies currently in use by the Company are the ISM
(industrial scientific and medical) frequencies as defined by the FCC and do not
currently require operation site licensing. It is not anticipated that this
licensing ruling will change because there are many manufacturers committed to
the use of these frequencies. However; there can be no guarantee that this will
not change. The Company does have wireless engineers available to it to address
this issue, as listed herein under part III 9(b).

The Company has a publicly announced supplier partnership arrangement with
Symbol Technologies for joint marketing and supply. However, this is not an
exclusive supplier agreement and the Company is not dependent upon any single
source for any of its required hardware or equipment. The Company is not aware
of any required government approval for any of its services, but should this
need arise there is no reason for the Company to believe that it would not be
able to obtain the same. The Company estimates that it has expended
approximately $450,000 on research and development during the past three years,
the cost of which has been borne by investors in the Company. The Company is
unaware of any environmental issues that may impact the Company or its services.

The Company has a total of six full time employees including its President. In
addition there are five part time consultants available to the Company, for a
total of 11 employees. The Company also has marketing arrangements with outside
persons on a commission only basis.


ITEM 2. DESCRIPTION OF PROPERTY.

The Company leases approximately 2500 square feet of office and network
operations space under a lease expiring in March 2003 with annual lease payments
of approximately $25,000 per year after consideration for the Company's
providing funding for the build-out of the facilities. The Company also paid for
the installation of fiber optic cable into its network center. As of December
31, 2000 all office equipment and furnishings, Internet servers, network
routers, wireless transmitters, public Internet devices, and other equipment
used at the Company headquarters and at demonstration sites are owned outright
and without leases. It is anticipated that with funding the Company may obtain
additional office space and is exploring potential sites.

The Company owns the registered trademark "mobiLAN(R)", and claims copyright
ownership of other creative and derivative works. On ApriL 28, 1998 Mobile Area
Networks, Inc. was granted U.S. Patent #5,745,884 which covers "System And
Method For Billing Data Grade Network Use On A Per Connection Basis". There can
be no guarantee of tangible value for this patent, which is accounted for as an
intangible asset on the balance sheet of the Company. The Company protects as
"Trade Secrets" certain software processes and procedures used in network
address procedures, bandwidth managing, and controlling access to its systems,
as well as certain working arrangements with suppliers, consultants and clients.


ITEM 3. LEGAL PROCEEDINGS.

During the year 2000 the Company filed a lawsuit against a former employee,
Thomas J. Mead and co-defendant OLM, LLC, seeking an injunction to prevent the
defendants from soliciting customers of the Company which were known to Mead
while he was employed by Mobile Area Networks, Inc. At the end of the year 2000
a settlement had been agreed to by the Company and Mead. The co-defendant, OLM,
LLC, had not agreed to this settlement at year end 2000 but discussions were
ongoing with the Company's legal counsel and OLM. The Company believes the
ongoing case does not materially adversely effect the Company.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None - not applicable.


                                       3
<PAGE>

                                     PART II


ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

On February 16, 1999 the Company's registration statement covering the
registration of 5,000,000 shares of common stock was declared effective by the
United States Securities and Exchange Commission (SEC). Provisions of the
registration statement include a maximum offering price of $6.00 per share for
projected gross proceeds of $30,000,000. The securities associated with the
offering were sold on a best efforts, no minimum amount basis. As of December
31, 2000, the Company had sold and issued 100,103 shares of common stock under
this offering, which was closed on November 24, 2000 in anticipation of being
traded on the OTCBB system.

As of December 31, 2000 the Company had not commenced public trading for its
securities.

The proceeds from the offering to date are being used primarily to fund the
continuing deployment and operation of the Company's infrastructure and
demonstration systems as well as for funding general operations and
administrative activities of the Company. With adequate funding the Company may
explore acquisition opportunities in order to grow the revenue base for the
Company.

The remaining outstanding shares of the company, numbering 33,590,353 shares of
the total authorized 50,000,000 shares, are restricted for sale under SEC Rule
144. A majority of these shares are owned by Company founders or insiders as
reported in the Prospectus of the Company dated February 16, 1999 and in
subsequent periodic reports, such shares being further restricted as to resale.
The Company has no obligation or requirement to register any of the restricted
shares for public sales. However, shares held for the required time period under
Rule 144 could be sold by the owners of those shares who are not considered to
be insiders or owners of control shares through broker transactions and with
proper Form 144 documentation and filing.


ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

Management's Discussion and Analysis or Plan of Operation should be read in
conjunction with the financial statements and related notes which are contained
herein in the following pages under Item 7.

Mobile Area Networks, Inc. is a "Development Stage Company" with very limited
revenue from its announced market of hotels for roadwarriors. This limited
revenue and the expense of installing systems into additional locations, makes
the Company dependent upon proceeds from its sales of stock. The Company's
operations to date have been devoted primarily to product development and
marketing at its demonstration sites, raising capital, and administrative
activities. For the year 2000 the Company experienced a $73,422 increase in
revenue. The revenue reported was derived primarily from its systems in place as
compared to one time sales, which is encouraging to management. The Company's
cash position decreased from $216,185 at 1999 year end to $11,216 at year end
2000. Cash was used primarily for product development, marketing and
administrative functions. Total liabilities of the Company increased
approximately 19% for the year due to an increase in advances from shareholders
and accrued expenses and amounts due vendors.

Product development and marketing costs decreased from $392,542 in 1999 to
$368,225, due principally to reductions in employee salaries. General and
administrative costs increased from $241,103 to $252,962, primarily due to
losses recognized on the abandonment of property and equipment at demonstration
installations.

Net assets and shareholder equity both decreased commensurate with the loss from
operations, net of capital contributions. The net loss per share remained at
$.02 for both 1999 and 2000. The Company's operating loss carryforwards are
approximately $1,600,000 which translates into income tax potential savings
advantages through the year 2020.

The Company's short term liquidity and capital needs have been satisfied
primarily from the continuing sale of the Company's stock. The Company continues
to seek the support of underwriters and market makers for the handling of its
stock sales. The Company has engaged the services of Atlas Stock Transfer
Corporation as its outside stock Registrar and Transfer Agent. Capital Access
Bureau has been retained as the Company's shareholder communications firm.

Mobile Area Networks, Inc. continues to target the hotel market with its
MOBILAN(R) brand of high speed wireless Internet service for users of laptop
computers and maintains demonstration systems for proof of concept in service at
high profile properties such as the Marriott Evergreen Conference Resort in
Stone Mountain Georgia, the Sheraton Orlando North in Maitland Florida and the
Radisson Hotel in Orlando, Florida. The Company has experienced user demand for
its service, and many managers in hotels recognize the need for this service.
However; while developing the business at the hotel chain level the Company also
is pursuing the possibility of promoting its system into individual hotels
properties one at a time to form a strategic footprint across the


                                       4
<PAGE>

country. To this footprint the Company plans to add other types of locations
that can be accessed by travelers with a wireless receiver and a laptop
computer.

The Company has placed public Internet machines (kiosks) into hotels, airports
and other various locations for proof of concept. From all of these locations
subscribers may access the mobiLAN(R) wireless network which will be an added
value to the business traveler whO will then have many more locations for their
use while on the road. Added locations will lower the average cost per location
for user fees and will lower resistance to user fees.

From its wireless LANs at hotels, office buildings and convention centers, the
Company routes data traffic through a high speed data line commonly known as a
T-1 circuit which terminates at the Company's network operations center. The
circuit used by the Company to the network center is a private data line and is
not the public Internet. Maintaining these private data lines to each property
is a major overhead expense to the Company even though the Company now works
with more than one data carrier and continues to obtain more favorable terms for
these lines. One difficulty in exploiting the hotel market is that even though
the hotels may take advantage of some of the valued services of the Company,
including access to the Internet for in house employees, video training, data
networking between properties, and other uses, but the hotel managers may be
reluctant to commit to paying for portions of the monthly line or overhead
charges to the properties.

The Company will continue its marketing efforts geared toward the hotels and
business travelers, while at the same time building its client base for
traditional Internet and data services such as electronic commerce and other
internet software services that can be accomplished with the infrastructure
already in place at the Company, with very little additional overhead. Some of
the additional services offered by the Company are wireless point of sale for
restaurants and other businesses, Computer Assisted Instruction for groups of
laptop or other computer users, data network support and applications service
providing (ASP). The Company's management believes that for the long term the
build out and owning of physical facilities assets such as Internet network
server computers, data routers, and related software, by which the Company can
support electronic commerce and other businesses, is more important than
becoming a "virtual" company with only a web site or a domain name as a
business.


                                       5
<PAGE>

ITEM 7. FINANCIAL STATEMENTS.

December 31, 2000 and 1999 (With Independent Auditors' Report Thereon)


                           MOBILE AREA NETWORKS, INC.
                          (A Development Stage Company)

                               INDEX TO FINANCIALS

Independent Auditors' Report.................................................F-2


Financial Statements:

         Balance Sheets......................................................F-3

         Statements of Operations............................................F-4

         Statements of Stockholders' Equity..................................F-5

         Statements of Cash Flows............................................F-6


Notes to Financial Statements................................................F-7



                                      F-1
<PAGE>

Parks, Tschopp, Whitcomb & Orr., P.A.
2600 Maitland Center Parkway, Suite 330
Maitland,  Florida 32751
Certified Public Accountants
Telephone: 407 875-2760
Fax: 407 875-2762




                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------

The Board of Directors
Mobile Area Networks, Inc.:

We have audited the balance sheets of Mobile Area Networks, Inc. (a development
stage company) as of December 31, 2000 and 1999, and the related statements of
operations, stockholders' equity, and cash flows for the years then ended and
for the cumulative period from May 23, 1996 (date of inception) through December
31, 2000. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Mobile Area Networks, Inc. (a
development stage company) as of December 31, 2000 and 1999, and the results of
its operations and its cash flows for the years then ended and for the
cumulative period from May 23, 1996 (date of inception) through December 31,
2000, in conformity with generally accepted accounting principles.

/s/ Parks, Tschopp, Whitcomb & Orr P.A.


March 19, 2001


                                      F-2
<PAGE>

                           MOBILE AREA NETWORKS, INC.
                          (A Development Stage Company)

                                 BALANCE SHEETS

                           December 31, 2000 and 1999

                                     ASSETS
                                     ------

<TABLE>
<CAPTION>
                                                                         2000              1999
                                                                     -----------       -----------
<S>                                                                  <C>                   <C>
Current assets:
      Cash                                                           $    11,216           216,185
      Inventory                                                           35,752            23,947
      Other current assets                                                 9,259             5,671
                                                                     -----------       -----------

                   Total current assets                                   56,227           245,803
                                                                     -----------       -----------

Property and equipment, net (note 2)                                      77,189           132,347

Intangible assets, net of accumulated amortization of $12,202
      and $9,150                                                           3,056             6,108
                                                                     -----------       -----------

                                                                     $   136,472           384,258
                                                                     ===========       ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
      Accounts payable                                               $    24,397            15,771
      Accrued expenses                                                   264,113           240,000
      Advances from stockholder (note 3)                                      --
                                                                                            16,000

                                                                     -----------       -----------

                   Total current liabilities                             304,510           255,771
                                                                     -----------       -----------

Stockholders' equity:
      Common stock, no par value, authorized 50,000,000 shares,
        issued and outstanding 33,590,353 and 33,486,035 shares        1,968,745         1,742,541
      Deficit accumulated during the development stage                (2,136,783)       (1,614,054)
                                                                     -----------       -----------

                   Total stockholders' equity                           (168,038)          128,487
                                                                     -----------       -----------

                                                                     $   136,472           384,258
                                                                     ===========       ===========
</TABLE>

See accompanying notes to financial statements.


                                      F-3
<PAGE>

                           MOBILE AREA NETWORKS, INC.
                          (A Development Stage Company)

                            Statements of Operations

                 Years ended December 31, 2000 and 1999 and the
          Cumulative period from May 23, 1996 through December 31, 2000

<TABLE>
<CAPTION>
                                                                                       FOR THE PERIOD
                                                                                        MAY 23, 1996
                                                   YEAR ENDED         YEAR ENDED          THROUGH
                                                    DECEMBER           DECEMBER           DECEMBER
                                                    31, 2000           31, 1999           31, 2000
                                                  ------------       ------------       ------------
<S>                                               <C>                      <C>               <C>
Revenue                                           $    134,872             61,450            277,604
                                                  ------------       ------------       ------------

Costs and expenses:

    Product development and marketing                  368,229            392,542          1,155,158

    General and administrative                         252,962            241,103          1,242,735
                                                  ------------       ------------       ------------

                    Total costs and expenses           621,191            633,645          2,397,893
                                                  ------------       ------------       ------------

Loss on disposition of fixed assets                     36,410                 --             36,410

Interest income                                             --              1,306             19,916
                                                  ------------       ------------       ------------

                    Net loss                      $   (522,729)          (570,889)        (2,136,783)
                                                  ============       ============       ============

Weighted average shares outstanding                 33,538,109         33,254,583         30,668,018
                                                  ============       ============       ============

Basic loss per share                              $      (0.02)             (0.02)             (0.07)
                                                  ============       ============       ============
</TABLE>



See accompanying notes to financial statements.


                                      F-4
<PAGE>


                           MOBILE AREA NETWORKS, INC.
                          (A Development Stage Company)

                       Statements of Stockholders' Equity

                 Years ended December 31, 2000 and 1999 and the
     period from May 23, 1996 (date of inception) through December 31, 2000

<TABLE>
<CAPTION>
                                                                            STOCK                                  TOTAL
                                            COMMON STOCK                 SUBSCRIPTION       ACCUMULATED        STOCKHOLDERS'
                                      SHARES             AMOUNT           RECEIVABLE          DEFICIT             EQUITY
                                   ------------       ------------       ------------       ------------       ------------
<S>                                <C>                <C>                <C>                <C>                <C>
Common stock issued in
     Exchange for services                5,000       $      1,000                 --                                 1,000

Common stock issued for cash         26,138,500            178,000             (2,300)                --            175,700

Stock issuance cost                          --             (5,091)                --                 --             (5,091)

Net loss                                                                                          (6,575)            (6,575)
                                   ------------       ------------       ------------       ------------       ------------

Balances at December 31, 1996        26,143,500            173,909             (2,300)            (6,575)           165,034

Common stock issued for cash          5,102,030            544,156              2,300                 --            546,456

Stock issuance cost                          --             (7,261)                --                 --             (7,261)

Net loss                                     --                 --                 --           (460,845)          (460,845)
                                   ------------       ------------       ------------       ------------       ------------

Balances at December 31, 1997        31,245,530            710,804                 --           (467,420)           243,386

Common stock issued for cash          1,777,600            274,950                 --                 --            274,950

Stock issuance cost                          --             (3,332)                --                 --             (3,332)

Net loss                                     --                 --                 --           (575,745)          (575,745)
                                   ------------       ------------       ------------       ------------       ------------

Balances at December 31, 1998        33,023,130            982,422                 --         (1,043,615)           (60,741)

Common stock issued for cash            462,905            770,738                 --                 --            770,738

Stock issuance cost                          --            (10,619)                --                 --            (10,619)

Net loss                                     --                 --                 --           (570,889)          (570,889)
                                   ------------       ------------       ------------       ------------       ------------

Balances at December 31, 1999        33,486,035          1,742,541                 --         (1,614,054)           128,487

Common stock issued for cash            104,318            232,654                 --                 --            232,654

Stock issuance cost                          --             (6,450)                --                 --             (6,450)

Net loss                                     --                 --                 --           (522,729)          (522,729)
                                   ------------       ------------       ------------       ------------       ------------

Balances at December 31, 2000        33,590,353       $  1,968,745                 --         (2,136,783)          (168,038)
                                   ============       ============       ============       ============       ============
</TABLE>

See accompanying notes to financial statements.


                                      F-5
<PAGE>

                           MOBILE AREA NETWORKS, INC.
                          (A Development Stage Company)

                            STATEMENTS OF CASH FLOWS

                 Years ended December 31, 2000 and 1999 and the
     period from May 23, 1996 (date of inception) through December 31, 2000

<TABLE>
<CAPTION>
                                                                                               FOR THE PERIOD
                                                                                                MAY 23, 1996
                                                               YEAR ENDED       YEAR ENDED        THROUGH
                                                                DECEMBER         DECEMBER         DECEMBER
                                                                31, 2000         31, 1999         31, 2000
                                                               ----------       ----------       ----------
<S>                                                            <C>                <C>            <C>
Cash flows from operating activities:
      Net loss                                                 $ (522,729)        (570,889)      (2,136,783)
      Adjustments to reconcile net loss to net cash
        used in operating activities:
           Depreciation and amortization                           38,744           39,744          116,477
           Loss on disposition of fixed assets                     36,410           36,410
           Change in operating assets and liabilities:
                Accounts payable                                    8,626          (55,582)          24,397
                Accrued expenses                                   24,113           42,000          264,113
                Inventory                                         (11,805)          (3,003)         (35,752)
                Other current assets                               (3,588)           3,666           (9,259)
                                                               ----------       ----------       ----------
                Net cash used in operating activities            (430,229)        (544,064)      (1,740,397)
                                                               ----------       ----------       ----------
Cash flows from investing activities:
      Patent acquisition costs                                         --               --          (15,258)
      Purchase of property and equipment                          (16,944)         (34,841)        (217,874)
                                                               ----------       ----------       ----------
                Net cash used in investing activities             (16,944)         (34,841)        (233,132)
                                                               ----------       ----------       ----------
Cash flows from financing activities:
      Proceeds from issuance of common stock                      232,654          770,738        2,001,497
      Stock issuance cost                                          (6,450)         (10,619)         (32,752)
      Advances from stockholder                                    16,000          (20,000)          16,000
                                                               ----------       ----------       ----------
                Net cash provided by financing activities         242,204          740,119        1,984,745
                                                               ----------       ----------       ----------
                                                                 (204,969)         161,214           11,216
Cash at beginning of period                                       216,185           54,971               --
                                                               ----------       ----------       ----------
Cash at end of period                                          $   11,216          216,185           11,216
                                                               ==========       ==========       ==========
</TABLE>

See accompanying notes to financial statements.


                                      F-6
<PAGE>

                           MOBILE AREA NETWORKS, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                           December 31, 2000 and 1999

(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         (a) Nature of development stage operations

         Mobile Area Networks (the Company) was incorporated on May 23, 1996 in
         the state of Texas, and later transferred its assets to a Florida
         corporation, which was formed for the purpose of providing all aspects
         of wireless data communication including LAN-speed data connectivity
         service to remote home-office network services and to the Internet from
         frequently traveled routes and places such as hotels and airports.
         Unlike a modem connection, no cord or phone line connection is
         necessary while accessing the Company's MobiLAN(R) Technology.

         Operations of the Company through the date of these financial
         statements have been devoted primarily to product development and
         marketing, raising capital, administrative activities and deployment of
         communications network infrastructure and service demonstration
         systems. The Company's fiscal year-end is December 31.

         (b) Cash Flows

                  For purposes of reporting cash flows, the Company considers
                  all highly liquid debt instruments with original maturities of
                  three months or less to be cash equivalents.

         (c) Inventory

                  Inventory is valued at the lower of cost or market and
                  consists primarily of replacement parts and supplies. Cost is
                  determined on a first-in, first-out (FIFO) method.

         (d) Property and equipment

                  Property and equipment are stated at cost. Depreciation is
                  computed using the straight line method over the estimated
                  useful lives of the related assets which range from five to
                  seven years. Expenses for repairs and maintenance are charged
                  to operations as incurred.

(Continued)


                                      F-7
<PAGE>

                           MOBILE AREA NETWORKS, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

         (e) Intangible assets

             Intangible assets consist of patents which are amortized over their
             estimated useful life of five years using the straight line method.

         (f) Revenue Recognition

             Revenue is recognized as data communication and consulting services
             are provided or upon sale and/or installation of related computer
             hardware and software. The Company is presently operating in this
             one business segment within the United States and has generated
             minimal revenue through December 31, 2000.

         (g) Income Taxes

             Deferred tax assets and liabilities are recognized for the future
             tax consequences attributable to temporary differences between the
             financial statement carrying amounts of existing assets and
             liabilities and their respective tax bases and operating loss and
             tax credit carryforwards. Deferred tax assets and liabilities are
             measured using enacted tax rates expected to apply to taxable
             income in the years in which those temporary differences are
             expected to be recovered or settled. Changes in tax rates are
             recognized in the period that includes the enactment date.

             Development stage operations for the years ended December 31, 2000
             and 1999 resulted in net operating losses. At December 31, 2000,
             the Company has net operating loss carryforwards of approximately
             $1,600,000 which will expire at various dates through 2020. A
             valuation allowance equal to the tax benefit of the net operating
             loss has been established since it is uncertain that future taxable
             income will be realized during the carryforward period.
             Accordingly, no income tax provision has been recognized in the
             accompanying financial statements.

         (h) Advertising Costs

             Advertising expenditures related to product presentation material
             and marketing efforts are expensed as incurred.

(Continued)


                                      F-8
<PAGE>

                           MOBILE AREA NETWORKS, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

         (i) Financial Instruments Fair Value

             The carrying amount reported on the balance sheet for cash,
             accounts payable, accrued expenses and advances from stockholder
             approximates fair value because of the immediate or short-term
             maturity of these financial instruments.

         (j) Basic Loss Per Common Share

             Basic loss per common share has been computed based upon the
             weighted average number of common shares outstanding during the
             period presented.

         (k) Use of Estimates

             Management of the Company has made certain estimates and
             assumptions relating to the reporting of assets and liabilities and
             the disclosure of contingent assets and liabilities to prepare
             these financial statements in conformity with generally accepted
             accounting principles. Actual results could differ from those
             estimates.

         (l) Reclassifications

             Certain prior year balances have been reclassified to conform with
             the 2000 presentation.

(2)  PROPERTY AND EQUIPMENT

         Property and equipment consist of the following at December 31, 2000
         and 1999:

                                                   2000          1999
                                                 --------      --------
            Office furniture and equipment       $ 43,091        82,795
            Computer equipment and software        76,516        84,878
            Leasehold improvements                 33,257        33,257
                                                 --------      --------
                                                  152,864       200,930
            Less accumulated depreciation          75,675        68,583
                                                 --------      --------

                                                 $ 77,189       132,347
                                                 ========      ========


                                      F-9
<PAGE>

                           MOBILE AREA NETWORKS, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

(3)  ADVANCES FROM STOCKHOLDER

         Advances from stockholder were made to the Company for working capital
         purposes. The advances were non- interest bearing.

(4)  REGISTRATION OF SECURITIES

         On February 16, 1999 the Company's registration statement covering the
         registration of 5,000,000 shares of common stock was declared effective
         by the United States Securities and Exchange Commission. Provisions of
         the registration statement include a maximum offering price of $6.00
         per unit resulting in maximum gross proceeds of $30,000,000.

         The securities associated with the offering were sold on a best
         efforts, no minimum amount basis. The proceeds from the offering, which
         was closed on November 24, 2000 in anticipation of OTCBB trading, were
         and continue to be used primarily to fund the deployment of the
         Company's communications network infrastructure and service
         demonstration systems. As of December 31, 2000, 100,103 shares of
         common stock had been sold in the public market at the $6.00 offering
         price less issue expenses.

(5)  SELECTED FINANCIAL DATA (UNAUDITED)

         The following is a summary of the quarterly results of operations for
         the years ended Decembder 31, 2000 and 1999, respectively:

<TABLE>
<CAPTION>
                                              QUARTER ENDED   QUARTER ENDED    QUARTER ENDED    QUARTER ENDED       YEAR ENDED
                                                MARCH 31,        JUNE 30,      SEPTEMBER 30,    DECEMBER 31,       DECEMBER 31,
                                                ---------        --------      -------------    ------------       ------------
<S>                                                <C>              <C>               <C>            <C>                  <C>
                 2000
                 ----

Net revenues                                       $32,150          48,492            27,610         26,620               134,872
Net loss from operations                         (136,106)       (121,390)         (154,569)       (74,254)             (486,319)
Basic loss per share                               (0.004)         (0.004)           (0.005)        (0.003)               (0.020)
Weighted-average number of shares               33,497,744      33,511,903        33,552,353     33,545,231            33,538,109
issued and outstanding

                 1999
                 ----

Net revenues                                       $12,408           8,253             6,069         34,720                61,450
Net loss from operations                         (115,476)       (149,417)         (167,760)      (139,542)             (572,195)
Basic loss per share                               (0.003)         (0.004)           (0.005)        (0.004)               (0.020)
Weighted-average number of shares               33,078,475      33,242,509        33,416,112     33,335,348            33,254,583
issued and outstanding
</TABLE>


                                      F-10
<PAGE>

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

None -








                                      F-11
<PAGE>
                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT.

(a)  DIRECTORS AND EXECUTIVE OFFICERS:

At the present time, the Company's Board of Directors consists of three members.
No other is nominated to join the Board at this time, but the Company expects to
add to the Board in the near future.

GEORGE E. WIMBISH, age 57, is a founder of the Company and its concept, and has
been a Director of the predecessor (Texas) Company since November 3, 1996, and
Chairman, President and CEO since March 28, 1997. His term of office is yearly
until a successor is chosen. His business experience for the past 5 years
includes one years as a private investor and four years serving as the Company's
Chief Executive Officer. Mr. Wimbish does not serve as a Director in any other
reporting company. He resides in Heathrow, Florida.

DR. ROBERT M. GOOD, age 63, is a founder and has been a Director and Treasurer
of the predecessor (Texas) Company since November 3, 1996. His business
experience has been as a private investor in various ventures for the past 16
years. He is a licensed stockbroker, but does not participate as a broker in
selling the Company's stock. Dr. Good operated a successful dental practice in
Long Island, New York and sold the practice to achieve early retirement. Dr.
Good has served as an officer of numerous companies. Dr. Good does not serve as
a Director in any other reporting company. He resides in Heathrow, Florida.

DR. RUSSELL M. GRAHAM, M.D. age 42, has been a Director of the Company since
November 1998. Dr. Graham has been a practicing Physician for more than the past
11 years. He is a Principal in a Clinical Research Company, and is a licensed
pilot. Dr. Graham does not serve as a Director of any other reporting company.
He resides in Altamonte Springs, Florida. Dr. Graham has introduced the Company
to other business and Investment community leaders.

JERALD R. HOEFT, CPA, age 58, was appointed Chief Financial Officer in January,
2001. Mr. Hoeft has been a practicing CPA in the Orlando area since the end of
1998. Prior to 1999, he was in the financial services industry for over
twenty-five years where he served as a chief financial officer and director for
several leading public and privately-held companies. Mr. Hoeft does not serve as
a Director in any other reporting company. He resides in Heathrow, Florida.

(b)    SIGNIFICANT EMPLOYEES

JUDY D. WIMBISH: Executive Assistant to the CEO. Ms. Wimbish is the wife of the
CEO and has served full time without compensation since the first of 1998 until
the present. She has assisted with structuring the office and has been a valued
member of the marketing team. She has served as a communicator to the investment
community.

LEWIS C. THOMAS: Technologies Director. Mr. Thomas serves on a full time as
needed basis. He is an early private investor in the Company and serves without
salary until funding. He completed a Naval career with the rank of Commander
with Top Secret EBI Clearance. Holds a Master of Science and Bachelor of Science
in Electrical Engineering with highest distinction from Purdue University. He
completed the Air Force Air Intelligence Training Program, Denver, CO and the
Naval Integrated Operational Intelligence System Training Program. Mr. Thomas's
career in engineering management includes computer interface devices and an
in-depth background in military reconnaissance, space satellite and intelligence
systems. He directed Navy advance space technology programs and he holds various
patents in related products of the Company.

JAMES M. DAVIS: Part time consultant for wireless community internet services.
Mr. Davis has an extensive background in wireless communications and has
developed, licensed and built public safety communications systems. He has a
Federal Communications Radiotelephone license with radar endorsement. He is a
U.S. Customs technical investigator. Mr. Davis currently serves without salary,
but has expressed his desire to join the Company full time when funded. He is
currently testing wide area wireless for the Company into the town of Orange
City, Florida.

PAUL SAVAGE: Research and Development Director. Mr. Savage has more than 25
years experience in Principal wireless product design in digital, analog, RF,
and microwave circuit design. He also possesses extensive field experience in
the implementation of wireless on towers and other locations. Mr. Savage
currently serves in a consulting role to the Company, but has agreed to become a
full time employee when funded.
<PAGE>

MARK A. YINGLING: Hospitality Marketing Executive. Mr. Yingling joined the
Company in 1998 upon opting for early retirement from the Seminole County
Florida Sheriff's department. He has more than 11 years experience in Internet
services and computer technology services including network management, Internet
web design and hosting. Mr. Yingling has been very instrumental in provisioning
and marketing services in the Company's hotel demonstration sites. He is a
part-time consultant to the Company.

WILLIAM H. SMITH, PH.D: Dr. Smith holds a Ph.D. in Business Administration, he
held the rank of Major in the US Army, and is a private pilot. Dr. Smith is
associated with Florida Site Selectors, Inc. and is a resource to the Company in
site selection for its system placements. He serves as a consultant to the
Company without compensation.

*ANGEL MARTINEZ: Computer Analyst with vast knowledge and experience in software
applications including database and Electronic Commerce systems. Mr. Martinez
was an early private investor in the Company and has served as a volunteer
technical resource since 1998. He became a full-time employee in January, 2000.

MS. BRENDA MCCLOUD: Ms. McCloud is an accounting and computer consultant who is
President and CEO of her own company which specializes in computer training and
hardware and software installations. She serves as a part time consultant to the
Company

* Full time salaried employees, all others are independent consultants for fees
or may provide services for possible future stock value.

ALL EMPLOYEES AND CONSULTANTS HAVE ENTERED CONTRACTS IN FAVOR OF THE COMPANY FOR
NON-COMPETE, NON-CIRCUMVENT, NON-DISCLOSE, AND TRADE SECRETS PROTECTION.

(c)    FAMILY REATIONSHIPS

Judy D. Wimbish who serves as Executive Assistant, is the wife of CEO and
majority shareholder George Wimbish, whose shares are jointly owned by Mrs.
Wimbish. She currently serves full time and has received no compensation to
date.

(d)    CERTAIN LEGAL PROCEEDINGS:

The Company is not aware of any legal proceedings within the last five years
against any Director, Officer, Significant Employee, or candidate for any such
position involving a petition under the Bankruptcy Act or any State insolvency
law or of any receiver, fiscal agent or similar officer appointed by a court for
the business or property of such person or any partnership in which he was
general partner or within two (2) years before the time of such filing, or any
corporation or business association of which he was an executive officer at or
within two (2) years before the time of such filing; nor is the Company aware of
any of the above-mentioned persons being convicted in a criminal proceeding;
except as follows:

<PAGE>

ITEM 10. EXECUTIVE COMPENSATION.

The Company's current policy is that Directors serve without compensation.
However; in the future, it may be in the Company's best interests to compensate
Directors in a manner that will attract the most qualified people to serve on
the Company's Board. Through December 31, 2000 the officers of the Company have
served without compensation other than the allowance to acquire founders stock.
The Company's management may determine when it is in the best interest of the
Company to compensate officers. During 1998 and 1999, Mr. Wimbish's annual
salary was $120,000, a portion of which has not been collected and remains in
accrued expenses on the 1999 and 2000 balance sheets.


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of December 31, 1999 with respect to
each director and officer and any person who is known to the Company to be the
beneficial owner of five percent (5%) or more of the Company's outstanding
Common Stock. Also set forth in the table is the beneficial ownership of all
shares held by all directors and officers, individually and as a group.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
(1)                                             (2)                     (3)                     (4)
NAME AND ADDRESS                                SHARES OWNED.           PERCENT                 PERCENT AFTER
OF OWNER.                                                               BEFORE OFFERING         SALES OF
                                                                        TOTAL SOLD.             MAXIMUM OFFERING.
------------------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>                     <C>                     <C>
George E. Wimbish                               25,500,000(a)           76.31%                  66.37%
Director, Chairman, President, & CEO
1275 Lake Heathrow Lane (Suite 115)
Heathrow, Fl 32746

Dr. Robert M. Good                               2,150,000(a)            6.73%                   5.60%
Director, Secretary-Treasurer
1275 Lake Heathrow Lane (Suite 115)
Heathrow, Fl 32746

Dr. Russell M. Graham                              135,000(d)            0.40%                   0.35%
109 Camphor Tree Lane
Altamonte Springs, Fl. 32714
------------------------------------------------------------------------------------------------------------------------------------
Subtotal                                        27,790,000              83.48%                  72.32%

Other Private Shareholders                       5,630,230(b)           16.52%(c)               14.64%(c)

New Shareholders                                 5,000,000              -----                   13.04%
From Offering If All Sold
------------------------------------------------------------------------------------------------------------------------------------
TOTAL                                           38,415,230             100.00%                 100.00%
</TABLE>

(a)  Within the knowledge of the issuer, no other person holds or shares the
     power to vote or direct the voting of securities described pursuant to
     subsection (a) above. No other person holds shares or the power to vote 5%
     or more of the issuer's voting securities.

(b)  The Company may utilize private stock shares as incentive or compensation
     for the product and service marketing efforts of the Company's employees,
     when appropriate.

(c)  Some of the restricted shares included in this total have been
     conditionally assigned to certain employees or consultants with performance
     and or tenure requirements. The possibility that all of these private
     shares may or may not be rescinded would not dramatically affect this
     percentage.

(d)  A portion of these shares were acquired in private transactions between
     unrelated private shareholders.

<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

All transactions during the previous two years and any presently proposed
transaction to which the issuer is a party in which any person having a
relationship with the issuer has a direct or indirect material interest are the
following transactions, and no others:


None.



ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

None.


<PAGE>

                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                           MOBILE AREA NETWORKS, INC.


               By:             /s/ GEORGE WIMBISH
                   --------------------------------------------
                                 George Wimbish
                                 President & CEO

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in capacities and on the dates
indicated.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
SIGNATURE                               TITLE                                      DATE
-----------------------------------------------------------------------------------------------------
<S>                                     <C>                                        <C>
/s/ George Wimbish                      Director, Chairman, President,             March 28, 2001
------------------------------          Chief Executive.
George Wimbish


/s/ ROBERT M. GOOD                      Director,  Secretary-Treasurer.            March 28, 2001
------------------------------
Robert M. Good

/s/ JERALD R. HOEFT                     Chief Financial Officer                    March 28, 2001
------------------------------
Jerald R. Hoeft

/s/ RUSSELL M. GRAHAM                   Director                                   March 28, 2001
------------------------------
Russell M. Graham
</TABLE>